AMA's Course on Mergers and Acquisitions

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Seminar Brochure

Thousands of executives achieved the M and A negotiation edge they needed right here!

You’ll cover all the crucial elements that can make or break a merger or acquisition…“preview” the type of problems you’re likely to encounter…and learn how to avoid the common pitfalls in mergers and acquisitions.

Who Should Attend
Top-level management, including CEOs and CFOs, owners of companies, presidents, vice presidents of finance, treasurers, controllers, corporate planning directors, financial planners and analysts, directors of new business development, directors of mergers and acquisitions and accountants.

Recommended CPE credit: 29 hours/Advanced

Recommended for optimum learning benefit: familiarity with fundamentals of finance analysis (see AMA Seminar #1552).

Instructional Method— Group Live

HOW YOU WILL BENEFIT:

• Screen candidates and identify bona fide prospects
• Evaluate synergies and how much a company is really worth
• Weigh legal, tax and accounting implications of mergers and acquisitions
• Set appropriate offering prices
• Structure the best deal and negotiate to your advantage

WHAT YOU WILL COVER:

• The rationale for diversification strategies
• Organizing the mergers and acquisitions function
• The search, screening and evaluation process
• Financial analysis
• Accounting, antitrust, tax and legal aspect
• Negotiating techniques
• Analyzing the acquisition contract
• Implementing due diligence

Extended Description

The Role of Investment Bankers in the Mergers and Acquisitions Process

• Defining the Four Types of Investment Banks
• Describe the Investment Banker Selection Process
• Discuss Fees and Listing Types
• Present Overviews of the Buying and Selling Processes
• Define Investment Bankers’ Roles in Representing the Buyer and Seller
• Explain the Marketing Process

The Acquisition Agreement

• Describe The Basic Stages of the Acquisition Agreement Process
• Explain Reasons for Difficulty in the Process
• Identify Contents of the Letter of Intent
• Identify Contents of the Final Agreement

The Due Diligence Process

• Identify the Six Parts of the Due Diligence Process
• Discuss Assembling a Competent Team
• Provide a Sample Due Diligence Checklist
• Discuss the Due Diligence Process

Antitrust Issues in Mergers and Acquisitions

• Explain Basic Antitrust Laws Affecting Mergers and Acquisitions
• Define Types of Acquisitions and Which Ones the Hart-Scott-Rodino Act Applies To
• Apply Three Tests of Reportability
• Explain the Exception to the Reporting Rules
• Discuss Antitrust Agencies and their Concerns

Valuing the Target

• Explain That There Is No One "Right" Price
• Explain Factors That Affect Value
• Outline the Selection of Valuation Methods
• Apply Valuation Methods: Discounted Cash Flow, Liquidation Value, Price Earnings Multiple, Price to Sales Multiple, Price to Book Value Multiple, and Market Comparability

Creating Shareholder Value

• Define "Capital"
• Calculate the Cost of Debt
• Calculate the Cost of Equity
• Calculate the Weighted Average Cost of Capital
• Calculate the Increase or Decrease in Shareholder Value

Tax Aspects of Mergers and Acquisitions

• Identify and Define Taxable and Nontaxable Mergers and Acquisitions
• Identify and Define Asset and Stock Purchases
• Allocate Value among Assets Purchased
• Explain Advantages and Disadvantages to Transactions Allowing a Step Up in Asset Basis
• Test a Transaction to Determine Whether It Is Nontaxable
• Identify Seven Types of Nontaxable Reorganizations
• Calculate Annual Allowable NOL Carryforwards and Tax Credits after an Acquisition

Research and Development in an Acquisition: Write-Offs in Purchase Acquisitions

• Define FASB Standards for In-Process Research and Development Write-Offs
• Determine Valuation of Asset Types
• Apply Tests for Qualifying Research and Development Purchases for Write-Off Eligibility

Special Problems in Acquiring Privately Held Companies

• Define Triangular Methodology in Gathering Information and Data
• Explain Methods of Evaluating Privately Held Target Companies
• Describe the Psychology of Private Company Owners
• Enumerate Special Reasons for Selling Privately Held Companies

Troubled Company Acquisition Opportunities

• Recognize Opportunities Presented by Chapter 11 Companies
• Apply the Chapter 11 Acquisition Process
• Assess Risks of Chapter 11 Acquisition Opportunities
• Apply Altman’s Z-Score to Measure a Company’s Financial Health

Cross Border Acquisitions

• Understand the Driving Forces behind Cross Border Acquisitions
• Define the Twelve Main Areas of Difference between Domestic and International Transactions

Mergers Down South

• The Legal Framework for a Successful Merger Strategy in Mexico

A Book of M&A Proverbs

• Impart Pearls of M&A Wisdom

Preparing for Merger Syndrome and Avoiding the Strain of Culture Clash

• Set up a Temporary Structure to Manage a Merger
• Prepare Employees for Dealing with "Merger Syndrome"
• Ease the Effects of Culture Clash
• Make Appropriate Merger Choices by Taking Cultural Differences into Consideration

Basic Negotiation Skills

• Prepare for a Negotiation
• Negotiate on Stakeholders’ Interests in a Deal, Instead of on Positions
• Recognize Ploys and Manipulation Techniques Employed by the Other Side
• Negotiate the Terms of the Negotiating Procedure
• Achieve Win-Win Agreements

4 days/2.4 CEUs

Sponsor Background:
The American Management Association was founded in 1923. They have built a content control check into every one of their professional seminars. Plus a series of checks and balances to ensure that the content of every AMA seminar is precisely targeted to:

• provide comprehensive, hands-on training that is of practical use when you return to the job
• focus on need-to-know specifics, relevant to the demands of global business today
• offer the expertise and personalized attention of top-ranking instructors
• facilitate your career development and business savvy

Whether you're looking for a solid foundation of business fundamentals or strategies to help you seize growth opportunities for your company, AMA offers expert instruction to help you:

• manage your priorities effectively
• cultivate more productive working relationships
• increase your on-the-job value
• align your skills with marketplace demands
• bring out the best in people, processes and yourself

Cancellation and Refund Policy

If you cannot attend a seminar you may contact AMA in advance to transfer to a future session, or can send someone to take your place. If you need to cancel your attendance, AMA will give you a complete refund if you cancel more than three weeks before your seminar begins. To cancel, simply call. If you cancel with less than three weeks' notice, you will be liable for the entire seminar fee, however you may request a courtesy transfer to use at any future AMA seminar of equal or lesser value. The courtesy transfer must be used within one year of the date of your originally scheduled seminar. In fairness to all attendees, if you do not attend a seminar session for which you are confirmed, and do not cancel with a minimum of three weeks’ notice as described above, you will be charged the entire seminar fee.

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